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3.3 Joint Obligations,The following shall apply with equal force to Seller,on the one hand, 3.5 Conditions to Seller's Obligations with resnect to Closing.The'obligations of Seller to <br /> and Purchaser,on the other hand: complete the transactions contemplated by this Agreement are subject to the satisfaction or waivet <br /> of each of the following conditions: <br /> (a) Each party shall promptly give the other party written notice of the <br /> existence or occurrence of any condition which would make any representation of (a) The representations and warranties of the Purchaser contained in this <br /> warranty herein contained of either party untrue or which might reasonably be expected Agreement shall be true and correct on and as of the Closing Date as though made on the <br /> to prevent the consummation of the transaction contemplated hereby. Closing Date,except to the extent expressly made as of an earlier date(in which case they <br /> shall be true and correct as of such date).Seller shall have received a certificate,dated the <br /> (b) No party shall intentionally perform any act which,if performed,or omit Closing Dale,signed on behalf of the Purchaser by an authorized officer of the Purchaser <br /> to perform any act which, if omitted to be performed, would prevent or excuse the to such effect. <br /> performance of this Agreement by any party hereto or which would result in any <br /> representation or watranty herein contained of said party being untrue in any material (b) Purchaser shall have performed in all material respects each obligation and <br /> respect as if originally made on and as of the Closing Date. agreement to be performed by it at or prior to Closing,and shall have complied in all <br /> material respects with each covenant required by this Agreement to be performed or <br /> (c) Each patty shall use its respective commercially reasonable efforts to take, complied with by it at or prior to the Closing,and Seller shall have received a certificate, <br /> or cause to be taken,all actions,and to do,or cause to be done,all things necessary,proper dated the Closing Date,signed on behalf of the Purchaser by an authorized representative <br /> or advisable to consummate the transaction contemplated hereby as soon as possible, of the Purchaser to such effect. <br /> subject to the completion of due diligence by Purchaser as provided in this Agreement. <br /> (c) No law and no injunction or other order issued by any court or other <br /> 3.4 Conditions to Purchaser's Obligations with resoect to Closing. The obligations of governmental authority of competent jurisdiction or other legal or tegulatory prohibition <br /> Purchaser to complete the transactions contemplated by this Agreement are subject to the shall be in effect,in each case that would prevent or make illegal the consummation of the <br /> satisfaction or waiver of each of the following conditions: transactions contemplated by thtsAgreement. <br /> (a) The representations and warranties of the Seller contained in this (d) Prior to or at the Closing,the Purchaser shall have delivered to Seller the <br /> Agreement shall be true and correct on and as of the Closing Date as though made on the items to be delivered pursuant to Section4.2. <br /> Closing Date,except to the extent expressly made as of an earlier date(in which case they <br /> shall be true and correct as of such date).Purchaser shall have received a certificate,dated ARTICLE IV <br /> the Closing Date,signed on behalf of the Seller by an authorized officer of the Seller to <br /> such effect. CIO" <br /> g <br /> (b) Seller and the Company shall have performed in all material respects each 4.1 Form of Documents.At the Closing,the parties shall deliver the documents,and shall <br /> obligation and agreement to be performed by it at or prior to Closing,including without perform the acts,which are set forth in this Article.All documents which Seller shall deliver shall <br /> limitation the obligations set forth in Section 3.2(d),and shall have complied in all material be in form and substance reasonably satisfactory to Purchaser.All documents which Purchaser <br /> respects with each covenant required by this Agreement to be performed or complied with shall deliver shall be in form and substance reasonably satisfactory to Seller. <br /> by it at or prior to the Closing,and Purchaser shall have received a certificate,dated the <br /> Closing Date, signed on behalf of the Seller and the Company by an authorized 4.2 Purchaser's Deliveries.Purchaser shall deliver to the Seller all of the following: <br /> representative of the Seller and an authorized officer of the Company to such effect. <br /> (a) The Closing Amount; <br /> (c) No law and no injunction or other order issued by any court or other <br /> govermmental authority of competent jurisdiction or other legal or regulatory prohibition (b) A written acknowledgement of Purchaser's receipt of one or more <br /> shall be in effect,in each case that would prevent or make illegal the consummation of the certificates representing the Stock; <br /> transactions contemplated by this Agreement. <br /> (c) A closing certificate executed by the Manager of Puchasei (or other <br /> (d) Prior to or at the Closing,the Seller shall have delivered to Purchaser the authorized representative),pursuant to which Purchaser confirms to Seller that Purchaser's <br /> items to be delivered pursuant to Section 4.3. representations and warranties to Seller are true and correct as of the Closing Date as if <br /> then originally made(or,if any such representation of warranty is untrue in any respect, <br /> specifying the respect in which the same is untrue),that all covenants required by the terms <br /> hereof to be performed by Purchaser on or before the Closing Date,to the <br /> -15- -16- <br /> Exhibit 2 Exhibit 2 <br /> Page 18 of 65 Page 19 of 65 <br />